reglab/statecodes huggingface dataset:
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 4-33-1001 — 4-33-1031) › Part B - BYLAWS (§§ 4-33-1020 — 4-33-1023) › Section 4-33-1021 - Amendment by directors and members

(a)
Unless this chapter, the articles, bylaws, the members (acting pursuant to subsection (b) of this section), or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, an amendment to a corporation's bylaws to be adopted must be approved:
(1)
by the board if the corporation is a public benefit or religious corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected;
(2)
by the members by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and
(3)
in writing by any person or persons whose approval is required by a provision of the articles authorized by §
4-33-1030
.
(b)
The members may condition the amendment's adoption on its receipt of a higher percentage of affirmative votes or on any other basis.
(c)
If the board initiates an amendment to the bylaws or board approval is required by subsection (a) of this section to adopt an amendment to the bylaws, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis.
(d)
If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with §
4-33-705
. The notice 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)
If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.
Acts 1993, No. 1147, § 1021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 4-33-1001 — 4-33-1031) › Part B - BYLAWS (§§ 4-33-1020 — 4-33-1023) › Section 4-33-1022 - Class voting by members on amendments

(a)
The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a manner different than such amendment affects another class or members of another class.
(b)
The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would:
(1)
affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than such amendment would affect another class;
(2)
change the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class;
(3)
increase or decrease the number of memberships authorized for that class;
(4)
increase the number of memberships authorized for another class;
(5)
effect an exchange, reclassification or termination of all or part of the memberships of that class; or
(6)
authorize a new class of memberships.
(c)
The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the bylaws only if a class vote is provided for in the articles or bylaws.
(d)
If a class is to be divided into two (2) or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment; and
(e)
If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less.
(f)
A class of members is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment.
Acts 1993, No. 1147, § 1022.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 4-33-1001 — 4-33-1031) › Part C - ARTICLES OF INCORPORATION AND BYLAWS (§§ 4-33-1030 — 4-33-1031) › Section 4-33-1030 - Approval by third persons

The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article provision may only be amended with the approval in writing of such person or persons.
Acts 1993, No. 1147, § 1030.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 4-33-1001 — 4-33-1031) › Part C - ARTICLES OF INCORPORATION AND BYLAWS (§§ 4-33-1030 — 4-33-1031) › Section 4-33-1031 - Amendment terminating members or redeeming or cancelling memberships

(a)
Any amendment to the articles or bylaws of a public benefit or mutual benefit corporation that would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships must meet the requirements of this chapter and this section, unless otherwise provided in the articles or bylaws.
(b)
Before adopting a resolution proposing such an amendment, the board of a mutual benefit corporation shall give notice of the general nature of the amendment to the members.
(c)
After adopting a resolution proposing such an amendment, the notice to members proposing such amendment shall include one (1) statement of up to five hundred (500) words opposing the proposed amendment if such statement is submitted by any five (5) members or members having three percent (3%) or more of the voting power, whichever is less, not later than twenty (20) days after the board has voted to submit such amendment to the members for their approval. In public benefit corporations the production and mailing costs shall be paid by the requesting members. In mutual benefit corporations the production and mailing costs shall be paid by the corporation.
(d)
Any such amendment shall be approved by the members by two-thirds (2/3) of the votes cast by each class.
(e)
The provisions of §
4-33-621
shall not apply to any amendment meeting the requirements of this chapter and this section.
Acts 1993, No. 1147, § 1031.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 11 - MERGER (§§ 4-33-1101 — 4-33-1108) › Section 4-33-1101 - Approval of plan of merger

(a)
Subject to the limitations set forth in §
4-33-1102
, two (2) or more nonprofit corporations may merge, if the plan of merger is approved or provided in §
4-33-1103
.
(b)
The plan of merger must set forth:
(1)
the name of each corporation planning to merge and the name of the surviving corporation into which each plans to merge;
(2)
the terms and conditions of the planned merger;
(3)
the manner and basis, if any, of converting the memberships of each public benefit or religious corporation into memberships of the surviving corporation; and
(4)
if the merger involves a mutual benefit corporation, the manner and basis, if any, of converting memberships of each merging corporation into memberships, obligations or securities of the surviving or any other corporation or into cash or other property in whole or in part.
(c)
The plan of merger may set forth:
(1)
any amendments to the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger; and
(2)
other provisions relating to the planned merger.
Acts 1993, No. 1147, § 1101.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 11 - MERGER (§§ 4-33-1101 — 4-33-1108) › Section 4-33-1102 - Limitations on mergers by public benefit or religious corporations

(a)
Without the prior approval of the circuit court of the county in which the corporation's principal office (or, if none in this state, its registered office) is located, a public benefit or religious corporation may merge only with:
(1)
a public benefit or religious corporation;
(2)
a foreign corporation that would qualify under this chapter as a public benefit or religious corporation; or
(3)
a mutual benefit corporation, provided the public benefit or religious corporation is the surviving corporation and continues to be a public benefit corporation or religious corporation after the merger.
(b)
Without an order of the circuit court of the county in which the corporation's principal office (or, if none in this state, its registered office) is located, no member of a public benefit or religious corporation may receive or keep anything as a result of a merger other than a membership or membership in the surviving public benefit or religious corporation. The court shall approve the transaction if it is in the public interest.
Acts 1993, No. 1147, § 1102.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 11 - MERGER (§§ 4-33-1101 — 4-33-1108) › Section 4-33-1104 - Articles of merger

After a plan of merger is approved by the board of directors, and if required by §
4-33-1103
, by the members and any other persons, the surviving or acquiring corporation shall deliver to the Secretary of State articles of merger setting forth:
(1)
the plan of merger;
(2)
if approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors;
(3)
if approval by members was required:
(i)
the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and
(ii)
either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class;
(4)
if approval of the plan by some person or persons other than the members or the board is required pursuant to §
4-33-1103(a)(3)
, a statement that the approval was obtained.
Acts 1993, No. 1147, § 1104.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 11 - MERGER (§§ 4-33-1101 — 4-33-1108) › Section 4-33-1105 - Effect of merger

When a merger takes effect:
(1)
every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;
(2)
the title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment subject to any and all conditions to which the property was subject prior to the merger;
(3)
the surviving corporation has all liabilities and obligations of each corporation party to the merger;
(4)
a proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased; and
(5)
the articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger.
Acts 1993, No. 1147, § 1105.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 11 - MERGER (§§ 4-33-1101 — 4-33-1108) › Section 4-33-1106 - Merger with foreign corporation

(a)
Except as provided in §
4-33-1102
, one (1) or more foreign nonprofit corporations may merge with one (1) or more domestic nonprofit corporations if:
(1)
the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;
(2)
the foreign corporation complies with §
4-33-1104
if it is the surviving corporation of the merger; and
(3)
each domestic nonprofit corporation complies with the applicable provisions of §§
4-33-1101
-
4-33-1103
and, if it is the surviving corporation of the merger, with §
4-33-1104
.
(b)
Upon the merger taking effect, the surviving foreign business or nonprofit corporation may be served with process in any proceeding brought against it as provided in §
4-20-113
.
Acts 1993, No. 1147, § 1106; 2007, No. 638, § 43.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 11 - MERGER (§§ 4-33-1101 — 4-33-1108) › Section 4-33-1107 - Bequests, devises and gifts

Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a constituent corporation and that takes effect or remains payable after the merger, inures to the surviving corporation unless the will or other instrument otherwise specifically provides.
Acts 1993, No. 1147, § 1107.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 11 - MERGER (§§ 4-33-1101 — 4-33-1108) › Section 4-33-1108 - Continuation of prior corporate existence for limited purpose

(a)
The corporate existence of each constituent corporation which has been dissolved through merger or consolidation shall be continued indefinitely for the limited purpose of enabling the constituent corporation to execute through its own officers formal deeds, conveyances, assignments, and other instruments evidencing the transfer from the constituent to the surviving corporation, or new corporation created by consolidation, of any or all real and personal properties which have passed from the constituent to the surviving or consolidated corporation by operation of law.
(b)
The execution of the instruments shall not be essential to effect the transfer of title from the constituent to the surviving or consolidated corporation, inasmuch as the transfer will take effect through operation of law; but the power to execute such instruments is given to the end that it may be exercised:
(1)
In respect to properties located in foreign jurisdictions which may not recognize a transmittal of title by operation of law under the merger and consolidation statutes of this state; and
(2)
In any other situation where the directors of the surviving or consolidated corporation consider the execution of the instruments desirable.
Acts 1993, No. 1147, § 1108.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 12 - SALE OF ASSETS (§§ 4-33-1201 — 4-33-1202) › Section 4-33-1201 - Sale of assets in regular course of activities 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 its activities; or
(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 its activities.
(b)
Unless the articles require it, approval of the members or any other person of a transaction described in subsection (a) of this section is not required.
Acts 1993, No. 1147, § 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 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 13 - DISTRIBUTIONS (§§ 4-33-1301 — 4-33-1302) › Section 4-33-1301 - Prohibited distributions

Except as authorized by §
4-33-1302
, a corporation shall not make any distributions.
Acts 1993, No. 1147, § 1301.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 13 - DISTRIBUTIONS (§§ 4-33-1301 — 4-33-1302) › Section 4-33-1302 - Authorized distributions

(a)
A mutual benefit corporation may purchase its memberships if after the purchase is completed:
(1)
the corporation would be able to pay its debts as they become due in the usual course of its activities; and
(2)
the corporation's total assets would at least equal the sum of its total liabilities.
(b)
Corporations may make distributions upon dissolution in conformity with §§
4-33-1401
et seq.
(c)
Corporations that are organized and operated as cooperative within the meaning of Subchapter T of the Internal Revenue Code of 1986, as amended, Internal Revenue Code §§ 1381 - 1388, may make distributions to their members in accordance with Subchapter T.
Acts 1993, No. 1147, § 1302; 1999, No. 980, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 14 - DISSOLUTION (§§ 4-33-1401 — 4-33-1440) › Part A - VOLUNTARY DISSOLUTION (§§ 4-33-1401 — 4-33-1409) › Section 4-33-1401 - Dissolution by incorporators or directors and third persons

(a)
A majority of the incorporators or directors of a corporation that has no members may, subject to any approval required by the articles or bylaws, dissolve the corporation by delivering to the Secretary of State articles of dissolution.
(b)
The corporation shall give notice of any meeting at which dissolution will be approved. The notice shall be in accordance with §
4-33-822(c)
. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation.
(c)
The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
Acts 1993, No. 1147, § 1401.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 14 - DISSOLUTION (§§ 4-33-1401 — 4-33-1440) › Part A - VOLUNTARY DISSOLUTION (§§ 4-33-1401 — 4-33-1409) › Section 4-33-1402 - Dissolution by directors, members and third persons

(a)
Unless this chapter, the articles, bylaws or the board of directors or members (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, dissolution is authorized if it is approved:
(1)
by the board;
(2)
by the members, if any, by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and
(3)
in writing by any person or persons whose approval is required by a provision of the articles authorized by §
4-33-1030
for an amendment to the articles or bylaws.
(b)
If the corporation does not have members, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with §
4-33-822(c)
. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.
(c)
The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis.
(d)
If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with §
4-33-705
. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.
(e)
If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.
(f)
The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
Acts 1993, No. 1147, § 1402.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 14 - DISSOLUTION (§§ 4-33-1401 — 4-33-1440) › Part A - VOLUNTARY DISSOLUTION (§§ 4-33-1401 — 4-33-1409) › Section 4-33-1404 - Articles of dissolution

(a)
At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State articles of dissolution setting forth:
(1)
the name of the corporation;
(2)
the date dissolution was authorized;
(3)
a statement that dissolution was approved by a sufficient vote of the board;
(4)
if approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators;
(5)
if approval by members was required:
(i)
the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and
(ii)
either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class.
(6)
if approval of dissolution by some person or persons other than the members, the board or the incorporators is required pursuant to §
4-33-1402(a)(3)
, a statement that the approval was obtained.
(b)
A corporation is dissolved upon the effective date of its articles of dissolution.
Acts 1993, No. 1147, § 1403.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 14 - DISSOLUTION (§§ 4-33-1401 — 4-33-1440) › Part A - VOLUNTARY DISSOLUTION (§§ 4-33-1401 — 4-33-1409) › Section 4-33-1406 - Effect of dissolution

(a)
A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including:
(1)
preserving and protecting its assets and minimizing its liabilities;
(2)
discharging or making provision for discharging its liabilities and obligations;
(3)
disposing of its properties that will not be distributed in kind;
(4)
returning, transferring or conveying assets held by the corporation upon a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition;
(5)
transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws;
(6)
if the corporation is a public benefit or religious corporation, and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets:
(i)
to one (1) or more persons described in section 501(c)(3) of the Internal Revenue Code, or
(ii)
if the dissolved corporation is not described in section 501(c)(3) of the Internal Revenue Code, to one (1) or more public benefit or religious corporations;
(7)
if the corporation is a mutual benefit corporation and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, to those persons whom the corporation holds itself out as benefitting or serving; and
(8)
doing every other act necessary to wind up and liquidate its assets and affairs.
(b)
Dissolution of a corporation does not:
(1)
transfer title to the corporation's property;
(2)
subject its directors or officers to standards of conduct different from those prescribed in §§
4-33-801
et seq.;
(3)
change quorum or voting requirements for its board or members; change provision for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;
(4)
prevent commencement of a proceeding by or against the corporation in its corporate name;
(5)
abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
(6)
terminate the authority of the registered agent.
Acts 1993, No. 1147, § 1404.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 14 - DISSOLUTION (§§ 4-33-1401 — 4-33-1440) › Part A - VOLUNTARY DISSOLUTION (§§ 4-33-1401 — 4-33-1409) › Section 4-33-1407 - Known claims against dissolved corporation

(a)
A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.
(b)
The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:
(1)
describe information that must be included in a claim;
(2)
provide a mailing address where a claim may be sent;
(3)
state the deadline, which may not be fewer than one hundred twenty (120) days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and
(4)
state that the claim will be barred if not received by the deadline.
(c)
A claim against the dissolved corporation is barred:
(1)
if a claimant who was given written notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline;
(2)
if a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety (90) days from the effective date of the rejection notice.
(d)
For purposes of this section "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
Acts 1993, No. 1147, § 1405.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 14 - DISSOLUTION (§§ 4-33-1401 — 4-33-1440) › Part A - VOLUNTARY DISSOLUTION (§§ 4-33-1401 — 4-33-1409) › Section 4-33-1408 - Unknown claims against dissolved corporation

(a)
At any time after dissolution is authorized, a corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.
(b)
The notice must:
(1)
be published one (1) time in a newspaper of general circulation in the county where the corporation's principal office is or was last located or in a newspaper of general circulation in Pulaski County if the corporation does not have a principal office in this state;
(2)
describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(3)
state that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within one (1) year after publication of the notice.
(c)
If the corporation publishes a newspaper notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the corporation within one (1) year after the publication date of the newspaper notice:
(1)
a claimant who did not receive written notice under §
4-33-1407
;
(2)
a claimant whose claim was timely sent to the corporation but not acted on; and
(3)
a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d)
A claim may be enforced under this section:
(1)
against the corporation, to the extent of its undistributed assets; or
(2)
if the assets have been distributed in liquidation, against any person, other than a creditor of the corporation, to whom the corporation distributed its property to the extent of the distributee's pro rata share of the claim or the corporate assets distributed to such person in liquidation, whichever is less, but the distributee's total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee.
Acts 1993, No. 1147, § 1406; 2007, No. 638, § 44.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 14 - DISSOLUTION (§§ 4-33-1401 — 4-33-1440) › Part B - ADMINISTRATIVE DISSOLUTION (§§ 4-33-1420 — 4-33-1424) › Section 4-33-1420 - Grounds for administrative dissolution

The Secretary of State may commence a proceeding under §
4-33-1421
to administratively dissolve a corporation if:
(1)
the corporation does not pay within sixty (60) days after they are due any taxes or penalties imposed by this chapter;
(2)
the corporation is without a registered agent in this state for one hundred twenty (120) days or more;
(3)
the corporation does not notify the Secretary of State within one hundred twenty (120) days that its registered agent has been changed or has resigned;
(4)
the corporation's period of duration, if any, stated in its articles of incorporation expires; or
(5)
the corporation does not file the annual disclosure statement required under §
4-33-131
within sixty (60) days after it is due.
Acts 1993, No. 1147, § 1420; 2007, No. 569, § 2; 2007, No. 638, § 45.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 14 - DISSOLUTION (§§ 4-33-1401 — 4-33-1440) › Part B - ADMINISTRATIVE DISSOLUTION (§§ 4-33-1420 — 4-33-1424) › Section 4-33-1421 - Procedure for and effect of administrative dissolution

(a)
Upon determining that one (1) or more grounds exist under §
4-33-1420
for dissolving a corporation, the Secretary of State shall serve the corporation with written notice of that determination.
(b)
If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within at least sixty (60) days after service of the notice is perfected, the Secretary of State may administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the corporation.
(c)
A corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under §
4-33-1406
and notify its claimants under §§
4-33-1407
and
4-33-1408
.
(d)
The administrative dissolution of a corporation does not terminate the authority of its registered agent.
Acts 1993, No. 1147, § 1421; 2007, No. 638, § 46.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 14 - DISSOLUTION (§§ 4-33-1401 — 4-33-1440) › Part B - ADMINISTRATIVE DISSOLUTION (§§ 4-33-1420 — 4-33-1424) › Section 4-33-1422 - Reinstatement following administrative dissolution

(a)
A corporation administratively dissolved under §
4-33-1421
may apply to the Secretary of State for reinstatement within two (2) years after the effective date of dissolution. The application must:
(1)
recite the name of the corporation and the effective date of its administrative dissolution;
(2)
state that the ground or grounds for dissolution either did not exist or have been eliminated;
(3)
state that the corporation's name satisfies the requirements of §
4-33-401
; and
(4)
contain an affidavit or a certificate from the Department of Finance and Administration reciting that all state taxes owed by the corporation have been paid.
(b)
If the Secretary of State determines that the application contains the information required by subsection (a) of this section and that the information is correct, the Secretary of State shall cancel the certificate of dissolution and prepare a certificate of reinstatement reciting that determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation.
(c)
When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation shall resume carrying on its activities as if the administrative dissolution had never occurred.
Acts 1993, No. 1147, § 1422; 2007, No. 638, § 47.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 14 - DISSOLUTION (§§ 4-33-1401 — 4-33-1440) › Part B - ADMINISTRATIVE DISSOLUTION (§§ 4-33-1420 — 4-33-1424) › Section 4-33-1423 - Appeal from denial of reinstatement

(a)
The Secretary of State, upon denying a corporation's application for reinstatement following administrative dissolution, shall serve the corporation with a written notice that explains the reasons for denial.
(b)
The corporation may appeal the denial of reinstatement to the Pulaski County Circuit Court within ninety (90) days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the corporation's application for reinstatement, and the Secretary of State's notice of denial.
(c)
The court may summarily order the Secretary of State to reinstate the dissolved corporation or may take other action the court considers appropriate.
(d)
The court's final decision may be appealed as in other civil proceedings.
Acts 1993, No. 1147, § 1423; 2007, No. 638, § 48.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 14 - DISSOLUTION (§§ 4-33-1401 — 4-33-1440) › Part C - JUDICIAL DISSOLUTION (§§ 4-33-1430 — 4-33-1434) › Section 4-33-1430 - Grounds for judicial dissolution

(a)
The circuit court may dissolve a corporation:
(1)
in a proceeding by the attorney general if it is established that:
(i)
the corporation obtained its articles of incorporation through fraud;
(ii)
the corporation has continued to exceed or abuse the authority conferred upon it by law; or
(iii)
the corporation is a public benefit corporation and the corporate assets are being fraudulently misapplied or wasted.
(2)
except as provided in the articles or bylaws of a religious corporation, in a proceeding by fifty (50) members or members holding five percent (5%) of the voting power, whichever is less, or by a director or any person specified in the articles, if it is established that:
(i)
the directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock;
(ii)
the directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal or fraudulent;
(iii)
the members are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired; or
(iv)
the corporate assets are being fraudulently misapplied or wasted.
(3)
in a proceeding by a creditor if it is established that:
(i)
the creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or
(ii)
the corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent.
(4)
in a proceeding by the corporation to have its voluntary dissolution continued under court supervision.
(b)
Prior to dissolving a corporation, the court shall consider whether:
(1)
there are reasonable alternatives to dissolution;
(2)
dissolution is in the public interest, if the corporation is a public benefit corporation; and
(3)
dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation.
Acts 1993, No. 1147, § 1430.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 14 - DISSOLUTION (§§ 4-33-1401 — 4-33-1440) › Part C - JUDICIAL DISSOLUTION (§§ 4-33-1430 — 4-33-1434) › Section 4-33-1431 - Procedure for judicial dissolution

(a)
Venue for a proceeding by the Attorney General to dissolve a corporation lies in the Pulaski County Circuit Court. Venue for a proceeding brought by any other party named in §
4-33-1430
lies in the circuit court of the county where a corporation's principal office is or was last located or the Pulaski County Circuit Court if the corporation does not have a principal office in this state.
(b)
It is not necessary to make directors or members parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
(c)
A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the activities of the corporation until a full hearing can be held.
Acts 1993, No. 1147, § 1431; 2007, No. 638, § 49.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 14 - DISSOLUTION (§§ 4-33-1401 — 4-33-1440) › Part C - JUDICIAL DISSOLUTION (§§ 4-33-1430 — 4-33-1434) › Section 4-33-1432 - Receivership or custodianship

(a)
A court in a judicial proceeding brought to dissolve a public benefit or mutual benefit corporation may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more custodians to manage, the affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.
(b)
The court may appoint an individual, or a domestic or foreign business or nonprofit corporation (authorized to transact business in this state) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
(c)
The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:
(1)
the receiver (i) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; provided, however, that the receiver's power to dispose of the assets of the corporation is subject to any trust and other restrictions that would be applicable to the corporation; and (ii) may sue and defend in the receiver's or custodian's name as receiver or custodian of the corporation in all courts of this state;
(2)
the custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its members and creditors.
(d)
The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its members, and creditors.
(e)
The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver or custodian's counsel from the assets of the corporation or proceeds from the sale of the assets.
Acts 1993, No. 1147, § 1432.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 14 - DISSOLUTION (§§ 4-33-1401 — 4-33-1440) › Part C - JUDICIAL DISSOLUTION (§§ 4-33-1430 — 4-33-1434) › Section 4-33-1433 - Decree of dissolution

(a)
If after a hearing the court determines that one (1) or more grounds for judicial dissolution described in §
4-33-1430
exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State, who shall file it.
(b)
After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's affairs in accordance with §
4-33-1406
and the notification of its claimants in accordance with §§
4-33-1407
and
4-33-1408
.
Acts 1993, No. 1147, § 1433.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 14 - DISSOLUTION (§§ 4-33-1401 — 4-33-1440) › Part D - MISCELLANEOUS (§ 4-33-1440) › Section 4-33-1440 - Deposit with Treasurer of State

Assets of a dissolved corporation that should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive them, shall be reduced to cash subject to known trust restrictions and deposited with the Treasurer of State for safekeeping; provided, however, that in the Treasurer of State's discretion property may be received and held in kind. When the creditor, claimant, or member furnishes satisfactory proof of entitlement to the amount deposited or property held in kind, the Treasurer of State shall deliver to the creditor, member or other person or his or her representative that amount or property.
Acts 1993, No. 1147, § 1440.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 15 - FOREIGN CORPORATIONS (§§ 4-33-1501 — 4-33-1532) › Part A - CERTIFICATE OF AUTHORITY (§§ 4-33-1501 — 4-33-1511) › Section 4-33-1501 - Authority to transact business required

(a)
A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State.
(b)
The following activities, among others, do not constitute transacting business within the meaning of subsection (a) of this section:
(1)
maintaining, defending, or settling any proceeding;
(2)
holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs;
(3)
maintaining bank accounts;
(4)
maintaining offices or agencies for the transfer, exchange, and registration of memberships or securities or maintaining trustees or depositaries with respect to those securities;
(5)
selling through independent contractors;
(6)
soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(7)
creating or acquiring indebtedness, mortgages, and security interests in real or personal property;
(8)
securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
(9)
owning, without more, real or personal property;
(10)
conducting an isolated transaction that is completed within thirty (30) days and that is not one in the course of repeated transactions of a like nature;
(11)
transacting business in interstate commerce.
(c)
The list of activities in subsection (b) of this section is not exhaustive.
Acts 1993, No. 1147, § 1501.