Arkansas Code
Subchapter 5 - Mergers, Consolidations, Conversions, Emergency Acquisitions, Purchases, or Assumptions
§ 23-48-509. Merger of wholly owned Arkansas bank holding company into state bank

(a) With the approval of the Bank Commissioner, any wholly owned Arkansas bank holding company that owns all of the outstanding shares of each class of the capital stock of a subsidiary state bank may be merged into the bank to result in a state bank without the approval of the shareholders of either the wholly owned Arkansas bank holding company or the state bank, provided that the merger otherwise complies with the then-applicable law of this state.
(b) The board of directors of the wholly owned Arkansas bank holding company and the board of directors of the state bank shall adopt a plan of merger that sets forth:
(1) The names of the wholly owned Arkansas bank holding company and state bank; and
(2) The manner and basis of converting the shares of the wholly owned Arkansas bank holding company into shares of the state bank.

(c) The articles of merger containing the plan of merger, signed by each constituent corporation by its president or chief executive officer or a vice president, shall be filed with the commissioner in the manner required by law for the merger of state banks, and after the commissioner's approval, with the Secretary of State in the manner required by law for the merger of business corporations.
(d) The articles of merger shall become effective upon the filing of the articles with the Secretary of State and, not more than sixty (60) days after the approval of the articles by the commissioner, as may be specified in the articles as the time when the merger shall become effective.

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