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 10 - CONVERSION AND MERGER (§§ 4-26-1001 — 4-26-1012) › Section 4-26-1010 - 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 purposes of §
4-26-1101
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, § 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 10 - CONVERSION AND MERGER (§§ 4-26-1001 — 4-26-1012) › Section 4-26-1012 - Chapter not exclusive

This chapter does not preclude an organization from being converted or merged under other law.
Acts 2009, No. 408, § 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 11 - DISSOLUTION AND LIQUIDATION (§§ 4-26-1101 — 4-26-1109) › Section 4-26-1101 - Authorization of dissolution

(a)
A corporation may be dissolved.
(b)
The dissolution shall be authorized at a meeting of shareholders which is held after notice to all shareholders, whether or not entitled to vote, by the vote of the holders of two-thirds (2/3) of all outstanding shares entitled to vote thereon unless any class of shares is entitled to vote as a class, in which event the resolution of dissolution shall be adopted upon receiving the affirmative vote of the holders of two-thirds (2/3) of the outstanding shares of each class entitled to vote thereon as a class and of the total outstanding shares.
Acts 1965, No. 576, § 83; A.S.A. 1947, § 64-901.
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 11 - DISSOLUTION AND LIQUIDATION (§§ 4-26-1101 — 4-26-1109) › Section 4-26-1102 - Certificate of dissolution

(a)
After a dissolution has been voted by the shareholders, a certificate of dissolution shall be executed by the president or a vice president of the corporation and attested by the secretary or an assistant secretary of the corporation.
(b)
This certificate shall be verified by at least one (1) of the officers signing it and shall show:
(1)
The name of the corporation;
(2)
The names and respective addresses of its officers;
(3)
The names and respective addresses of its directors;
(4)
A copy of the shareholders' resolution directing the dissolution of the corporation;
(5)
The number of shares outstanding and, if the shares of any class are entitled to vote as a class, the designation and number of outstanding shares of each such class;
(6)
The number of shares voted for and against the resolution, respectively, and, if the shares of any class are entitled to vote as a class, the number of shares of each class voted for and against the resolution.
(c)
The certificate shall be executed and filed in accordance with §
4-26-1201
.
(d)
Upon the filing of the certificate with the Secretary of State, the corporation is dissolved. Franchise tax liability shall terminate as of the end of the tax year in which the dissolution is voted.
Acts 1965, No. 576, § 84; A.S.A. 1947, § 64-902.
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 11 - DISSOLUTION AND LIQUIDATION (§§ 4-26-1101 — 4-26-1109) › Section 4-26-1103 - Procedure after dissolution

After dissolution:
(1)
The corporation shall carry on no business except for the purpose of winding up its affairs;
(2)
The corporation shall proceed to wind up its affairs, with power to fulfill or discharge its contracts, collect its assets, sell its assets at public or private sale, discharge or pay its liabilities, and do all other acts appropriate to liquidate its business;
(3)
After paying or adequately providing for the payment of its liabilities:
(A)
(i)
The corporation, if authorized at a meeting of shareholders which is to be held on notice to all shareholders, whether or not entitled to vote, by a vote of a majority of all outstanding shares entitled to vote thereon, may sell its remaining assets or any part thereof for cash or for shares, bonds, or other securities of another corporation, or partly for cash and partly for such securities, and distribute the same among the shareholders according to their respective rights.
(ii)
Unless the consideration for the sale is payable concurrently with the consummation thereof entirely in cash, any shareholder, whether or not entitled to vote thereon, if prior to the meeting or at the meeting but before a vote, he or she shall have given the corporation written notice of his or her objection to a sale except wholly upon a cash basis and, if a voting shareholder, did not vote for the proposed sale, within ten (10) days after the date on which the sale was voted by the shareholders, may make a written demand on the corporation for the payment to him or her in cash of the value of his or her shares determined as of the day immediately preceding the day on which the vote was taken. In this event, upon tendering his or her share certificates to the corporation, the shareholder shall be entitled to receive the cash payment after the sale is effected, the rights of the dissenting shareholder to be enforced under the procedure prescribed in §
4-26-904
;
(B)
The corporation, whether or not it has made a sale under subdivision (3)(A) of this section, may distribute its remaining assets, including the proceeds of any sale under subdivision (3)(A) of this section above, in cash or, subject to subdivision (3)(A) of this section, in kind, or partly each, among its shareholders according to their respective rights.
Acts 1965, No. 576, § 85; A.S.A. 1947, § 64-903.
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 11 - DISSOLUTION AND LIQUIDATION (§§ 4-26-1101 — 4-26-1109) › Section 4-26-1104 - Corporate action and remedies after dissolution

(a)
A dissolved corporation, its directors, officers, and shareholders, may continue to function for the sole purpose of winding up the affairs of the corporation in the same manner as if the dissolution had not taken place. For this limited purpose, the existence of the corporation as a legal entity shall be preserved indefinitely without franchise tax liability.
(b)
In particular, and without limiting the generality of the foregoing:
(1)
The directors of a dissolved corporation shall not be deemed to be trustees of its assets; title to the assets shall not vest in them or in the shareholders but shall remain in the corporation until transferred by it in its corporate name;
(2)
Dissolution shall not change quorum or voting requirements of the board or shareholders or provisions regarding election, appointment, resignation, removal of, or filling vacancies among directors or officers or provisions regarding amendment or repeal of bylaws or adoption of new bylaws. In other words, subject to the limitation that the activities of the corporation shall be restricted to winding up its affairs, all of the predissolution powers and procedures shall be preserved indefinitely;
(3)
Shares of the corporation may be transferred;
(4)
The corporation may sue or be sued in its corporate name in all courts and participate in actions and proceedings, whether judicial, administrative, or otherwise, in its corporate name. Process may be served upon it or upon its behalf in the same manner as if there had been no dissolution;
(5)
The dissolution of a corporation shall not affect any remedy available to or against the corporation, its directors, officers, or shareholders, for any right or claim existing or any liability which is incurred before the dissolution except as provided in §
4-26-1105
(notice to creditors) or §
4-26-1106
(jurisdiction of court to supervise liquidation).
Acts 1965, No. 576, § 86; A.S.A. 1947, § 64-904.
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 11 - DISSOLUTION AND LIQUIDATION (§§ 4-26-1101 — 4-26-1109) › Section 4-26-1107 - Involuntary dissolution

(a)
A corporation may be dissolved involuntarily by a decree of the circuit court of the county in which its principal place of business is located or, if it has no principal place of business, in the county wherein its registered office is situated, otherwise in Pulaski County Circuit Court, in an action filed in the name of the state by the Attorney General when it is established that:
(1)
The corporation procured its articles of incorporation through fraud; or
(2)
The corporation has continued to exceed or abuse the authority conferred on it by law or has continued to transact business beyond the scope of the purpose expressed in its articles of incorporation; or
(3)
The corporation has failed to comply with any of the provisions of this chapter in respect to the designation and maintenance in this state of a registered agent or registered office or in respect to any change of its registered agent or registered office; or
(4)
A misrepresentation has been made of any material matter in any application, certificate, affidavit, or other document submitted by the corporation pursuant to this chapter.
(b)
(1)
If the writ of summons, which shall be returnable in thirty (30) days, issued on the complaint in the action is returned by the sheriff unserved because no registered agent or other person eligible to receive service can be found in his or her jurisdiction, then upon the filing of the writ of summons with the clerk of the court, bearing the sheriff's return, the clerk shall issue and publish against the defendant corporation, for the time and in the manner prescribed by Rule 4 of the Arkansas Rules of Civil Procedure; and he or she shall appoint an attorney ad litem as provided by law.
(2)
The Attorney General shall also cause a copy of the warning order and the complaint to be mailed to the defendant corporation at its registered office as shown on the records of the Secretary of State at least twenty (20) days prior to the trial of such suit or the entry of decree therein; and the certificate of the Attorney General as to the mailing shall be prima facie evidence thereof.
(3)
Compliance with the jurisdictional requirements will confer on the court jurisdiction to decree the dissolution of the corporation.
(c)
The court will cause certified copies of the decree of dissolution to be filed with the Secretary of State and the county clerk of the county, if other than Pulaski County, in which the corporation's registered office is located. No fee shall be charged by either of the officials for the filing.
Amended by Act 2013, No. 1148,§ 1, eff. 8/16/2013.
Acts 1965, No. 576, § 89; A.S.A. 1947, § 64-907.
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 11 - DISSOLUTION AND LIQUIDATION (§§ 4-26-1101 — 4-26-1109) › Section 4-26-1108 - Jurisdiction of court to liquidate assets and business of corporation

(a)
The circuit court shall have full power to liquidate the assets and business of a corporation:
(1)
In an action by a shareholder when it is established:
(A)
That the directors are deadlocked in the management of the corporate affairs, and the shareholders are unable to break the deadlock and that irreparable injury to the corporation is being suffered or is threatened by reason thereof; or
(B)
That the acts of the directors or those in control of the corporation are illegal, oppressive, or fraudulent; or
(C)
That the shareholders are deadlocked in voting power and that irreparable injury to the corporation is being suffered or is threatened by reason thereof; or
(D)
That the corporate assets are being misapplied or wasted.
(2)
In an action by a creditor:
(A)
When the claim of the creditor has been reduced to judgment and an execution thereon returned unsatisfied, and it is established that the corporation is insolvent; or
(B)
When the corporation has admitted in writing that the claim of the creditor is due and owing, and it is established that the corporation is insolvent.
(3)
When an action has been filed by the Attorney General to dissolve a corporation, and it is established that liquidation of its business and affairs should precede the entry of a decree of dissolution.
(b)
It shall not be necessary to make shareholders parties to any such action or proceeding unless relief is sought against them personally.
(c)
In such a liquidation proceeding, the court shall have all of the powers which are conferred upon the court under §
4-26-1106
, and if the proceeding be pending in the circuit court, the court shall have jurisdiction after liquidation has been completed to enter a decree dissolving the corporation. In this last event the dissolution will be certified to the Secretary of State and the county clerk as provided in §
4-26-1107
.
(d)
A proceeding under this section shall be filed in the county in which the principal place of business of the corporation is located or, if it has no principal place of business, in the county wherein its registered office is situated; otherwise, it shall be filed in Pulaski County.
Acts 1965, No. 576, § 90; A.S.A. 1947, § 64-908.
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 11 - DISSOLUTION AND LIQUIDATION (§§ 4-26-1101 — 4-26-1109) › Section 4-26-1109 - Deposit with Treasurer of State of amount due certain creditors or shareholders

Upon the liquidation of a corporation, whether before or after dissolution, the portion of the assets distributable to a creditor or shareholder who is unknown or cannot be found or who is under disability, and there is no person legally competent to receive such distributive portion, shall be reduced to cash and deposited with the Treasurer of State and shall be paid over to the creditor or shareholder or to his or her legal representative upon proof satisfactory to the Treasurer of State of his or her right thereto.
Acts 1965, No. 576, § 91; A.S.A. 1947, § 64-909.
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 12 - FILING AND FEES (§§ 4-26-1201 — 4-26-1204) › Section 4-26-1202 - [Repealed]

Repealed by Act 2019, No. 379,§ 1, eff. 7/24/2019.
Acts 1965, No. 576, § 96; 1973, No. 379, § 2; A.S.A. 1947, § 64-1001; Acts 1987, No. 1068, § 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 12 - FILING AND FEES (§§ 4-26-1201 — 4-26-1204) › Section 4-26-1203 - Fees - County clerk

The fees of the county clerk for services under this chapter shall be:
(1)
For filing articles of incorporation, articles of amendment, or any other document he or she is required to file under this chapter, twenty-five dollars ($25.00);
(2)
For recording any document he or she is required to record hereunder, one dollar ($1.00) per page for the first three (3) pages of the manuscript filed for record and fifty cents (50¢) for each additional page. The Secretary of State's certificate shall be considered as one (1) page; the fee for a partial page shall be the same as the fee for a full page;
(3)
For every certificate, fifty cents (50¢);
(4)
For indexing each record or file, ten cents (10¢);
(5)
For any services under this chapter not covered by this section, the clerk's fees shall be governed by the then-applicable scale fixed by law for his or her office.
Acts 1965, No. 576, § 97; A.S.A. 1947, § 64-1002.
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 12 - FILING AND FEES (§§ 4-26-1201 — 4-26-1204) › Section 4-26-1204 - Fees of mutual corporations

Excepting insurance companies, all mutual corporations, foreign or domestic, having no capital stock, seeking to do business in this state, shall pay to the Treasurer of State for the filing of its articles of incorporation a fee of five hundred dollars ($500). However, nothing in this section shall apply to fraternal orders that write insurance or to any mutual corporation created for religious, literary, benevolent, or scientific purposes or any such mutual corporation formed for the advancement or betterment of agricultural purposes.
Acts 1911, No. 87, § 10; C. & M. Dig., § 1811; A.S.A. 1947, § 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 1 - GENERAL PROVISIONS (§§ 4-27-101 — 4-27-142) › Part A - SHORT TITLE AND RESERVATION OF POWER (§§ 4-27-101 — 4-27-103) › Section 4-27-101 - Short title

This chapter shall be known and may be cited as the "Arkansas Business Corporation Act of 1987."
Acts 1987, No. 958, § 64-101.
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 1 - GENERAL PROVISIONS (§§ 4-27-101 — 4-27-142) › Part A - SHORT TITLE AND RESERVATION OF POWER (§§ 4-27-101 — 4-27-103) › Section 4-27-102 - Reservation of power to amend or repeal

The General Assembly has power to amend or repeal all or part of this chapter at any time and all domestic and foreign corporations subject to this chapter are governed by the amendment or repeal.
Acts 1987, No. 958, § 64-102.
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 1 - GENERAL PROVISIONS (§§ 4-27-101 — 4-27-142) › Part B - FILING DOCUMENTS (§§ 4-27-120 — 4-27-129) › Section 4-27-120 - Filing requirements

(a)
A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the Secretary of State.
(b)
This chapter must require or permit filing the document in the office of the Secretary of State.
(c)
The document must contain the information required by this chapter. It may contain other information as well.
(d)
The document must be typewritten or printed.
(e)
The document must be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.
(f)
The document must be executed:
(1)
by the chairman of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers;
(2)
if directors have not been selected or the corporation has not been formed, by an incorporator; or
(3)
if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.
(g)
The person executing the document shall sign it and state beneath or opposite his signature his name and the capacity in which he signs. The document may but need not contain:
(1)
the corporate seal,
(2)
an attestation by the secretary or an assistant secretary,
(3)
an acknowledgement, verification, or proof.
(h)
If the Secretary of State has prescribed a mandatory form for the document under §
4-27-121
, the document must be in or on the prescribed form.
(i)
The document must be delivered to the office of the Secretary of State for filing and must be accompanied by one (1) exact or conformed copy, the correct filing fee, and any franchise tax, license fee, or penalty required by this chapter or other law.
Amended by Act 2021, No. 523,§ 3, eff. 4/1/2021.
Amended by Act 2019, No. 819,§ 4, eff. 5/1/2021.
Acts 1987, No. 958, § 64-103.
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 1 - GENERAL PROVISIONS (§§ 4-27-101 — 4-27-142) › Part B - FILING DOCUMENTS (§§ 4-27-120 — 4-27-129) › Section 4-27-121 - Forms

(a)
The Secretary of State may prescribe and furnish on request forms for:
(1)
an application for a certificate of existence,
(2)
a foreign corporation's application for a certificate of authority to transact business in this state,
(3)
a foreign corporation's application for a certificate of withdrawal, and
(4)
the annual franchise tax report. If the Secretary of State so requires, use of these forms is mandatory.
(b)
The Secretary of State may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter but their use is not mandatory.
Amended by Act 2021, No. 523,§ 4, eff. 4/1/2021.
Amended by Act 2019, No. 819,§ 5, eff. 5/1/2021.
Acts 1987, No. 958, § 64-104.
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 1 - GENERAL PROVISIONS (§§ 4-27-101 — 4-27-142) › Part B - FILING DOCUMENTS (§§ 4-27-120 — 4-27-129) › Section 4-27-123 - Effective time and date of document

(a)
Except as provided in subsection (b) of this section and §
4-27-124(c)
, a document accepted for filing is effective:
(1)
at the time of filing on the date it is filed, as evidenced by the Secretary of State's date and time endorsement on the original document; or
(2)
at the time specified in the document as its effective time on the date it is filed.
(b)
A document may specify a delayed effective time and date, and if it does so, the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the 90th day after the date it is filed.
Acts 1987, No. 958, § 64-106.
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 1 - GENERAL PROVISIONS (§§ 4-27-101 — 4-27-142) › Part B - FILING DOCUMENTS (§§ 4-27-120 — 4-27-129) › Section 4-27-124 - Correcting filed document

(a)
A domestic or foreign corporation may correct a document filed by the Secretary of State if the document (1) contains an incorrect statement or (2) was defectively executed, attested, sealed, verified, or acknowledged.
(b)
A document is corrected:
(1)
by preparing articles of correction that
(i)
describe the document (including its filing date) or attach a copy of it to the articles,
(ii)
specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective, and
(iii)
correct the incorrect statement or defective execution; and
(2)
by delivering the articles to the Secretary of State for filing.
(c)
Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
Acts 1987, No. 958, § 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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-27-101 — 4-27-142) › Part B - FILING DOCUMENTS (§§ 4-27-120 — 4-27-129) › Section 4-27-125 - Filing duty of Secretary of State

(a)
If a document delivered to the office of the Secretary of State for filing satisfies the requirements of §
4-27-120
, the Secretary of State shall file it.
(b)
(1)
The Secretary of State files a document by stamping or otherwise endorsing "Filed," together with his or her name and official title and the date and time of receipt, on both the original and the document copy and on the receipt for the filing fee.
(2)
After filing a document, except as provided in §
4-27-1510
, the Secretary of State shall deliver the document copy, with the filing fee receipt (or acknowledgement of receipt if no fee is required) attached, to the domestic or foreign corporation or its representative.
(c)
If the Secretary of State refuses to file a document, he shall return it to the domestic or foreign corporation or its representative within five (5) days after the document was delivered, together with a brief, written explanation of the reason for his refusal.
(d)
The Secretary of State's duty to file documents under this section is ministerial. His filing or refusing to file a document does not:
1.
affect the validity or invalidity of the document in whole or in part;
2.
relate to the correctness or incorrectness of information contained in the document;
3.
create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
Acts 1987, No. 958, § 64-108; 2007, No. 638, § 4.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-27-101 — 4-27-142) › Part B - FILING DOCUMENTS (§§ 4-27-120 — 4-27-129) › Section 4-27-126 - Appeal from Secretary of State's refusal to file document

(a)
If the Secretary of State refuses to file a document delivered to his office for filing, the domestic or foreign corporation may appeal the refusal within thirty (30) days after the return of the document to the Pulaski County Circuit Court. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the Secretary of State's explanation of his refusal to file.
(b)
The court may summarily order the Secretary of State to file the document or take other action the court considers appropriate.
(c)
The court's final decision may be appealed as in other civil proceedings.
Acts 1987, No. 958, § 64-109.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-27-101 — 4-27-142) › Part B - FILING DOCUMENTS (§§ 4-27-120 — 4-27-129) › Section 4-27-127 - Evidentiary effect of copy of filed document

A certificate attached to a copy of a document filed by the Secretary of State, bearing his signature (which may be in facsimile) and the seal of this state, is conclusive evidence that the original document is on file with the Secretary of State.
Acts 1987, No. 958, § 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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-27-101 — 4-27-142) › Part B - FILING DOCUMENTS (§§ 4-27-120 — 4-27-129) › Section 4-27-128 - Certificate of existence

(a)
Anyone may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation.
(b)
A certificate of existence or authorization sets forth:
(1)
the domestic corporation's corporate name or the foreign corporation's corporate name used in this state;
(2)
that
(i)
the domestic corporation is duly incorporated under the laws of this state, the date of its incorporation, and the period of its duration if less than perpetual; or
(ii)
that the foreign corporation is authorized to transact business in this state;
(3)
that all fees, taxes, and penalties owed to this state have been paid, if
(i)
payment is reflected in the records of the Secretary of State and
(ii)
nonpayment affects the existence or authorization of the domestic or foreign corporation;
(4)
that its most recent annual franchise tax report required by §
4-27-1622
has been delivered to the Secretary of State;
(5)
that articles of dissolution have not been filed; and
(6)
other facts of record in the office of the Secretary of State that may be requested by the applicant.
(c)
Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state.
Amended by Act 2021, No. 523,§ 5, eff. 4/1/2021.
Amended by Act 2019, No. 819,§ 6, eff. 5/1/2021.
Acts 1987, No. 958, § 64-111.
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 1 - GENERAL PROVISIONS (§§ 4-27-101 — 4-27-142) › Part B - FILING DOCUMENTS (§§ 4-27-120 — 4-27-129) › Section 4-27-129 - Penalty for signing false document

(a)
A person commits an offense if he signs a document he knows is false in any material respect with intent that the document be delivered to the Secretary of State for filing.
(b)
An offense under this section is a Class C misdemeanor.
Acts 1987, No. 958, § 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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-27-101 — 4-27-142) › Part C - SECRETARY OF STATE (§§ 4-27-130 — 4-27-131) › Section 4-27-130 - Powers

The Secretary of State has the power reasonably necessary to perform the duties required of him by this chapter.
Acts 1987, No. 958, § 64-113.
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 1 - GENERAL PROVISIONS (§§ 4-27-101 — 4-27-142) › Part D - DEFINITIONS (§§ 4-27-140 — 4-27-142) › Section 4-27-141 - Notice

(a)
Notice under this chapter must be in writing unless oral notice is reasonable under the circumstances.
(b)
Notice may be communicated in person; by telephone, telegraph, teletype, or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television, or other form of public broadcast communication.
(c)
Written notice by a domestic or foreign corporation to its shareholder, if in a comprehensible form, is effective when mailed, if mailed postpaid and correctly addressed to the shareholder's address shown in the corporation's current record of shareholders.
(d)
Written notice to a domestic or foreign corporation (authorized to transact business in this state) may be addressed to its registered agent or to the corporation or its secretary at its principal office shown in its most recent annual franchise tax report or, in the case of a foreign corporation that has not yet delivered an annual franchise tax report, in its application for a certificate of authority.
(e)
Except as provided in subsection (c) of this section, written notice, if in a comprehensible form, is effective at the earliest of the following:
(1)
when received;
(2)
five (5) days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed;
(3)
on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
(f)
Oral notice is effective when communicated if communicated in a comprehensible manner.
(g)
If this chapter prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements, not inconsistent with the section or other provisions of this chapter, those requirements govern.
Acts 1987, No. 958, § 64-115; 2007, No. 638, § 5.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-27-101 — 4-27-142) › Part D - DEFINITIONS (§§ 4-27-140 — 4-27-142) › Section 4-27-142 - Number of shareholders

(a)
For purposes of this chapter, the following identified as a shareholder in a corporation's current record of shareholders constitutes one (1) shareholder:
(1)
three (3) or fewer coowners;
(2)
a corporation, partnership, trust, estate, or other entity;
(3)
the trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.
(b)
For purposes of this chapter, shareholdings registered in substantially similar names constitute one (1) shareholder if it is reasonable to believe that the names represent the same person.
Acts 1987, No. 958, § 64-116.
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 2 - INCORPORATION (§§ 4-27-201 — 4-27-207) › Section 4-27-201 - Incorporators

(a)
One (1) or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing.
(b)
One (1) or more natural persons who are between the ages of sixteen (16) and eighteen (18) years of age shall have a person who is at least twenty-one (21) years of age or older to serve on his or her behalf as an incorporator of a corporation by executing and filing according to §
4-27-120
articles of incorporation for the corporation.
Amended by Act 2017, No. 992,§ 1, eff. 8/1/2017.
Acts 1987, No. 958, § 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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 2 - INCORPORATION (§§ 4-27-201 — 4-27-207) › Section 4-27-203 - Incorporation

(a)
Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.
(b)
The Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
Acts 1987, No. 958, § 64-203.
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 2 - INCORPORATION (§§ 4-27-201 — 4-27-207) › Section 4-27-204 - Liability for preincorporation transactions

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.
Acts 1987, No. 958, § 64-204.
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 2 - INCORPORATION (§§ 4-27-201 — 4-27-207) › Section 4-27-205 - Organization of corporation

(a)
After incorporation:
(1)
if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;
(2)
if initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:
(i)
to elect directors and complete the organization of the corporation; or
(ii)
to elect a board of directors who shall complete the organization of the corporation.
(b)
Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one (1) or more written consents describing the action taken and signed by each incorporator.
(c)
An organizational meeting may be held in or out of this state.
Acts 1987, No. 958, § 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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 2 - INCORPORATION (§§ 4-27-201 — 4-27-207) › Section 4-27-206 - Bylaws

(a)
The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
(b)
The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
Acts 1987, No. 958, § 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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 2 - INCORPORATION (§§ 4-27-201 — 4-27-207) › Section 4-27-207 - Emergency bylaws

(a)
Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:
(1)
procedures for calling a meeting of the board of directors;
(2)
quorum requirements for the meeting; and
(3)
designation of additional or substitute directors.
(b)
All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(c)
Corporate action taken in good faith in accordance with the emergency bylaws:
(1)
binds the corporation; and
(2)
may not be used to impose liability on a corporate director, officer, employee, or agent.
(d)
An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
Acts 1987, No. 958, § 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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 3 - PURPOSES AND POWERS (§§ 4-27-301 — 4-27-304) › Section 4-27-301 - Purposes

(a)
Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is specifically set forth in the articles of incorporation. A statement of a corporation's primary purpose or purposes made pursuant to §
4-27-202(a)(5)
shall not be construed as a specific limitation of the broad purposes for which the corporation may be organized.
(b)
A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under this chapter only if permitted by, and subject to all limitations of, the other statute.
Acts 1987, No. 958, § 64-301.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 3 - PURPOSES AND POWERS (§§ 4-27-301 — 4-27-304) › Section 4-27-302 - General powers

Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation, power:
(1)
to sue and be sued, complain and defend in its corporate name;
(2)
to have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;
(3)
to make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation;
(4)
to purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;
(5)
to sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;
(6)
to purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of; and deal in and with shares or other interests in, or obligations of, any other entity;
(7)
to make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations (which may be convertible into or include the option to purchase other securities of the corporation), and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;
(8)
to lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;
(9)
to be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;
(10)
to conduct its business, locate offices, and exercise the powers granted by this chapter within or without this state;
(11)
to elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;
(12)
to pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents;
(13)
to make donations for the public welfare or for charitable, scientific, or educational purposes;
(14)
to transact any lawful business that will aid governmental policy;
(15)
to make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation.
Acts 1987, No. 958, § 64-302.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 3 - PURPOSES AND POWERS (§§ 4-27-301 — 4-27-304) › Section 4-27-303 - Emergency powers

(a)
In anticipation of or during an emergency defined in subsection (d) of this section, the board of directors of a corporation may:
(1)
modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
(2)
relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(b)
During an emergency defined in subsection (d) of this section, unless emergency bylaws provide otherwise:
(1)
notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and
(2)
one (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(c)
Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation:
(1)
binds the corporation; and
(2)
may not be used to impose liability on a corporate director, officer, employee, or agent.
(d)
An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
Acts 1987, No. 958, § 64-303.